CalEthos (GEDC) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 03, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-50331
Entity Registrant Name	CalEthos, Inc.
Entity Central Index Key	0001174891
Entity Tax Identification Number	98-0371433
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	11753 Willard Avenue
Entity Address, City or Town	Tustin
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92782
City Area Code	(714)
Local Phone Number	352-5315
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,495,621

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 2,249,000	$ 3,047,000
Prepaid and other current expenses	1,000	7,000
Total current assets	2,250,000	3,054,000
Other assets		38,000
Total assets	2,250,000	3,092,000
Current liabilities
Accounts payable and accrued expenses	464,000	434,000
Convertible promissory notes, net	4,613,000	3,087,000
Notes payable	86,000	111,000
Total current liabilities	5,163,000	3,632,000
Stockholders’ deficit
Preferred stock, value
Common stock par value $0.001: 100,000,000 shares authorized; 14,495,621 and 25,995,621 shares issued and outstanding	15,000	26,000
Additional paid-in capital	11,488,000	16,269,000
Other comprehensive loss	17,000	(2,000)
Stock subscription receivable	(2,000)	(2,000)
Accumulated deficit	(14,431,000)	(16,831,000)
Total stockholders’ deficit	(2,913,000)	(540,000)
Total liabilities and stockholders’ deficit	2,250,000	3,092,000
Series A Convertible Preferred Stock [Member]
Stockholders’ deficit
Preferred stock, value

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	14,495,621	25,995,621
Common stock, shares outstanding	14,495,621	25,995,621
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	3,600,000	3,600,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenues
Operating Expenses
Professional fees	136,000	118,000	558,000	824,000
Restricted stock grants	(11,168,000)	1,745,000	(4,791,000)	1,745,000
General and administrative expenses	24,000	13,000	59,000	18,000
Impairment loss			154,000
Operating (income) expenses	(11,008,000)	1,876,000	(4,020,000)	2,587,000
Income(loss) from operations	11,008,000	(1,876,000)	4,020,000	(2,587,000)
Other income (expenses)
Interest income	1,000		1,000
Financing costs	(509,000)	(187,000)	(1,622,000)	(226,000)
Total other expense	(508,000)	(187,000)	(1,621,000)	(226,000)
Income (loss) before provision for income taxes	10,500,000	(2,063,000)	2,399,000	(2,813,000)
Provision for income taxes
Net income (loss)	$ 10,500,000	$ (2,063,000)	$ 2,399,000	$ (2,813,000)
Net income (loss) per share - basic	$ 0.74	$ (0.12)	$ 0.10	$ (0.16)
Net income (loss) per share - diluted	$ 0.56	$ (0.12)	$ 0.08	$ (0.16)
Weighted average common shares outstanding - Basic	14,176,349	17,602,886	24,769,518	17,282,889
Weighted average common shares outstanding - diluted	18,953,625	17,602,886	29,546,794	17,282,889
Comprehensive loss:
Net income (loss)	$ 10,500,000	$ (2,063,000)	$ 2,399,000	$ (2,813,000)
Foreign currency translation adjustment	20,000		19,000
Comprehensive income (loss)	$ 10,520,000	$ (2,063,000)	$ 2,418,000	$ (2,813,000)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member] Series A Convertible Preferred Stock [Member]	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Subscription Receivable [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020			$ 17,000	$ 8,744,000	$ (2,000)		$ (10,082,000)	$ (1,323,000)
Beginning balance, shares at Dec. 31, 2020			16,634,951
Net loss							(92,000)	(92,000)
Relative fair value of warrants issued with convertible promissory notes				3,000				3,000
Stock options issued for services				52,000				52,000
Stocks issued from debt forgiveness				98,000				98,000
Stocks issued from debt forgiveness, shares			75,000
Additional capital from debt forgiveness				68,000				68,000
Ending balance, value at Mar. 31, 2021			$ 17,000	8,965,000	(2,000)		(10,174,000)	(1,194,000)
Ending balance, shares at Mar. 31, 2021			16,709,951
Beginning balance, value at Dec. 31, 2020			$ 17,000	8,744,000	(2,000)		(10,082,000)	(1,323,000)
Beginning balance, shares at Dec. 31, 2020			16,634,951
Forgein currency translation income (loss)
Net loss								(2,813,000)
Ending balance, value at Sep. 30, 2021			$ 26,000	12,951,000	(2,000)		(12,895,000)	80,000
Ending balance, shares at Sep. 30, 2021			25,970,621
Beginning balance, value at Mar. 31, 2021			$ 17,000	8,965,000	(2,000)		(10,174,000)	(1,194,000)
Beginning balance, shares at Mar. 31, 2021			16,709,951
Net loss							(658,000)	(658,000)
Stock options issued for services				561,000				561,000
Stocks returned			$ (4,000)	4,000
Stocks returned, shares			(3,674,330)
Stock issued on exercise of warrants			$ 2,000					2,000
Stock issued on exercise of warrants, shares			1,435,000
Ending balance, value at Jun. 30, 2021			$ 15,000	9,530,000	(2,000)		(10,832,000)	(1,289,000)
Ending balance, shares at Jun. 30, 2021			14,470,621
Restricted stock grants			$ 11,000	1,539,000				1,550,000
Restricted stock grants, shares			11,500,000
Forgein currency translation income (loss)
Net loss							(2,063,000)	(2,063,000)
Relative fair value of warrants issued with convertible promissory notes				1,687,000				1,687,000
Stock-based compensation				195,000				195,000
Ending balance, value at Sep. 30, 2021			$ 26,000	12,951,000	(2,000)		(12,895,000)	80,000
Ending balance, shares at Sep. 30, 2021			25,970,621
Beginning balance, value at Dec. 31, 2021			$ 26,000	16,269,000	(2,000)	(2,000)	(16,831,000)	(540,000)
Beginning balance, shares at Dec. 31, 2021			25,995,621
Restricted stock grants				3,170,000				3,170,000
Restricted stock grants, shares
Forgein currency translation income (loss)						(3,000)		(3,000)
Net loss							(3,926,000)	(3,926,000)
Ending balance, value at Mar. 31, 2022			$ 26,000	19,439,000	(2,000)	(5,000)	(20,757,000)	(1,299,000)
Ending balance, shares at Mar. 31, 2022			25,995,621
Beginning balance, value at Dec. 31, 2021			$ 26,000	16,269,000	(2,000)	(2,000)	(16,831,000)	(540,000)
Beginning balance, shares at Dec. 31, 2021			25,995,621
Restricted stock grants								22,195,000
Forgein currency translation income (loss)								19,000
Net loss								2,399,000
Ending balance, value at Sep. 30, 2022			$ 15,000	11,488,000	(2,000)	17,000	(14,431,000)	(2,913,000)
Ending balance, shares at Sep. 30, 2022			14,495,621
Beginning balance, value at Mar. 31, 2022			$ 26,000	19,439,000	(2,000)	(5,000)	(20,757,000)	(1,299,000)
Beginning balance, shares at Mar. 31, 2022			25,995,621
Restricted stock grants				3,206,000				3,206,000
Restricted stock grants, shares
Forgein currency translation income (loss)						2,000		2,000
Net loss							(4,174,000)	(4,174,000)
Ending balance, value at Jun. 30, 2022			$ 26,000	22,645,000	(2,000)	(3,000)	(24,931,000)	(2,265,000)
Ending balance, shares at Jun. 30, 2022			25,995,621
Forgein currency translation income (loss)						20,000		20,000
Net loss							10,500,000	10,500,000
Forfeiture of stock-based compensation			$ (11,000)	(11,157,000)				(11,168,000)
Forfeiture of stock-based compensation, shares			(11,500,000)
Ending balance, value at Sep. 30, 2022			$ 15,000	$ 11,488,000	$ (2,000)	$ 17,000	$ (14,431,000)	$ (2,913,000)
Ending balance, shares at Sep. 30, 2022			14,495,621

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash Flows From Operating Activities
Net loss	$ 10,500,000	$ (3,926,000)	$ (2,063,000)	$ (92,000)	$ 2,399,000	$ (2,813,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment					154,000
Amortization of convertible promissory note discounts					1,526,000	172,000
Fair value of equity-based compensation						770,000
Forfeiture of restricted stock grants					(11,168,000)
Accretion of compensation cost for restricted stock awards					6,377,000	1,550,000
Changes in operating assets and liabilities
Prepaid expenses and other current assets					6,000	2,000
Accounts payable and accrued expenses					32,000	18,000
Net Cash Used in Operating Activities					(674,000)	(301,000)
Cash Flows From Investing Activities
Other assets					(106,000)
Net Cash Used in Investing Activities					(106,000)
Cash Flows From Financing Activities
Proceeds from the issuance of convertible promissory notes						3,550,000
Proceeds from the issuance of notes payable						128,000
Repayments of Notes					(25,000)		$ (50,000)
Net Cash (Used in) Provided by Financing Activities					(25,000)	3,678,000
Effect of exchange rate changes on cash and cash equivalents					7,000
Net increase (decrease) in Cash					(798,000)	3,377,000
Cash, Beginning of Period		$ 3,047,000			3,047,000
Cash, End of Period	$ 2,249,000		$ 3,377,000		2,249,000	3,377,000	3,047,000
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
Non-cash investing and financing activities
Relative fair value of warrants issued with convertible promissory notes						3,000	$ 1,690,000
Accrued equity compensation granted						38,000
Common stock issued from forgiven debt						98,000
Additional capital from forgiven debt						$ 68,000

ORGANIZATION AND ACCOUNTING POL

ORGANIZATION AND ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
ORGANIZATION AND ACCOUNTING POLICIES	Note 1 – Organization and Accounting Policies ORGANIZATION AND ACCOUNTING POLICIES CalEthos, Inc. (the “Company” or “we”) was incorporated on March 20, 2002 under the laws of the State of Nevada. The Company is implementing its plan to build a clean-energy-powered, containerized, immersion-cooled data center that provides wholesale colocation data center services to enterprise IT and hyperscale customers. In addition, the Company may acquire assets and all or part of other companies operating in the high-density computing industry or to invest or joint venture with other more-established companies already in the industry that would add value to the Company’s business strategy. In July 2022, due to the declining state of the bitcoin mining industry and market for its planned products, the Company’s board of directors resolved to discontinue the development in South Korea of the Company’s 5 nanometer ASIC chip and containerized, immersion-cooled bitcoin mining computer system and to focus exclusively on developing the clean-energy-powered data center segment of its business strategy. The Company has suspended operations of its South Korean subsidiary and will decide in the next twelve months whether to use it to develop other products or dissolve it. Amendments to Certificate of Incorporation In October 2021, the Board of Directors authorized an amendment to the Articles of Incorporation of the Company to change the Company’s name to AIQ Blockchain, Inc. The name change has not yet been effected, and on July 2022, FINRA was notified that the Company was no longer changing its name or symbol and that the application was being withdrawn. Korean entity On November 5, 2021, AIQ System Inc. (“AIQ”) was incorporated in Seoul, Republic of Korea. AIQ is authorized to issue 3 10,000 100,000,000 89,000 100 Basis of Presentation The accompanying Condensed Consolidated Financial Statements and notes thereto are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The September 30, 2022 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim nine-months period ended September 30, 2022 and 2021. The results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or for any future period. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2021, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2022. Liquidity and Going Concern The Company incurred net income of approximately $ 2,399,000 4,791,000 14,431,000 The Company’s condensed consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of products; uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund its operations and generating a level of revenues adequate to support the Company’s cost structure. The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including market demand for the Company’s products and services, the success of product development efforts, the timing of receipts for customer deposits, the management of working capital, and the continuation of normal payment terms and conditions for purchase of goods and services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the issuance date of these financial statements. If the Company is unable to substantially increase revenues, reduce expenditures, or otherwise generate cash flows from operations, then the Company will likely need to raise additional funding from investors or through other avenues to continue as a going concern. COVID-19 The continuing COVID-19 global pandemic has caused significant disruption to the economy and financial markets globally, and the full extent of the potential impacts of COVID-19 are not yet known. Circumstances caused by the COVID-19 pandemic are complex, uncertain and rapidly evolving. The impact of COVID-19 has not been significant to the Company’s results of operations, financial condition, and liquidity and capital resources. Although no material impairment or other effects have been identified to date, there is substantial uncertainty in the nature and degree of its continued effects over time. That uncertainty affects management’s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these estimates and assumptions as additional events and information become known. The Company will continue to consider the potential impact of the COVID-19 pandemic on its business operations. Earnings Per Share We use ASC 260, “ Earnings Per Share Recent Accounting Pronouncements The Company’s management reviewed all recently issued accounting standard updates (“ASU’s”) not yet adopted by the Company and does not believe the future adoptions of any such ASU’s may be expected to cause a material impact on the Company’s condensed consolidated financial condition or the results of its operations.

INTANGIBLE AND OTHER ASSETS

INTANGIBLE AND OTHER ASSETS	9 Months Ended
	Sep. 30, 2022
Intangible And Other Assets
INTANGIBLE AND OTHER ASSETS	Note 2 – Intangible and Other Assets INTANGIBLE AND OTHER ASSETS On December 23, 2021, AIQ entered into a Technology Development Agreement (the “Agreement”) with PICOCEL, Co., Ltd. (the “Contractor” or “PICOCEL”) to develop a FPGA based Bitcoin mining simulation system. The Agreement was expected to be completed within 6 weeks for a total contract price of 198,000,000 167,000 69,000 On April 5, 2022, AIQ entered into a Technology Development Agreement (the “Agreement”) with NNS, Co., Ltd. (the “Contractor” or “NNS”) to develop a FPGA based Bitcoin mining simulation system. The Agreement was expected to be completed within 9 weeks for a total contract price of 99,000,000 9,000,000 82,000 SCHEDULE OF PAYMENTS Amount USD KRW Within 5 days after signing the contract $ 41,000 49,500,000 Within 5 days after all conditions are met as stated in “Schedule B – Statement of Work” 41,000 49,500,000 Total $ 82,000 99,000,000 Payment of 90,000,000 69,000 Impairment During the six months ended June 30, 2022, the Bitcoin market was in a constant decline, and since the ASIC chip being developed by AIQ was planned to be used for Bitcoin mining machines, management believes that there is an impairment indicator as of June 30, 2022. Management plans to discontinue the operations of AIQ subsequent to June 30, 2022 and no more future cash flows are expected from AIQ. Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If the carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the asset’ (or asset group), typically a discounted cashflow analysis, and an impairment charge is recorded for the excess of carrying value over fair value. As of September 30, 2022, intangibles and other assets were fully impaired. Impairment loss amounted to $ 154,000 12,000 The table below summarizes the impairment loss for the nine months ended September 30, 2022: SCHEDULE OF IMPAIRMENT LOSS Amount VAT Total PICOCEL $ 69,000 $ 5,000 $ 74,000 NNS 69,000 5,000 74,000 Total 138,000 10,000 148,000 Foreign exchange loss 4,000 2,000 6,000 Impairment loss $ 142,000 $ 12,000 $ 154,000

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	Note 3 – Accounts Payable and Accrued Expenses ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes the Company’s accounts payable and accrued expense balances as of the dates indicated: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, December 31, 2022 2021 Accounts payable $ 251,000 $ 221,000 Accrued expenses 2,000 99,000 Accrued interest 211,000 114,000 Accounts payable and accrued expenses $ 464,000 $ 434,000 Accrued Interest The following table presents the details of accrued interest as of the dates indicated: SCHEDULE OF ACCRUED INTEREST September 30, December 31, 2022 2021 Notes payable $ 18,000 $ 9,000 Convertible promissory notes 193,000 105,000 Balance, end of the year $ 211,000 $ 114,000

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2022
Notes Payable
NOTES PAYABLE	Note 4 – Notes Payable NOTES PAYABLE The table below summarizes the transactions as of the dates indicated: SCHEDULE OF NOTES PAYABLE September 30, December 31, 2022 2021 Balance, beginning of the year $ 111,000 $ 11,000 Additions – 150,000 Payments (25,000 ) (50,000 ) Balance, end of the year $ 86,000 $ 111,000 On July 7, 2020, the Company issued a promissory note in the principal amount of $ 11,000 10 100,000 11,000 2,000 On February 19, 2021, the Company issued a promissory note in the principal amount of $ 25,000 10 February 19, 2022 15 On April 22, 2021, the Company issued a promissory note in the principal amount of $ 50,000 10 April 22, 2022 15 50,000 8,000 On July 1, 2021, the Company issued a promissory note in the principal amount of $ 25,000 10 July 1, 2022 15 25,000 3,000 Interest expense on notes payable amounted to $ 3,000 9,000 4,000 8,000

CONVERTIBLE PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTES	Note 5 – Convertible Promissory Notes CONVERTIBLE PROMISSORY NOTES In 2021, the Company issued two convertible promissory notes amounting to $ 55,000 3,850,000 3,550,000 355,000 March 1, 2022 August 31, 2022 10 35,000 1.00 1.25 Immediately upon a Dilutive Issuance, the Conversion Rate will be reduced to the amount of the consideration per share received by the Company in such Dilutive Issuance. Events of default include failure to issue conversion shares, the occurrence of a breach or default under any other agreement, any money judgment, writ, or similar process entered or filed against the Company or any of its property or other assets for more than $ 100,000 In connection with the issuance of the Notes, the Company issued to the purchasers of the Notes stock purchase warrants (the “Warrants”) to purchase an aggregate of 1,567,500 1.50 1.87 3,004,000 3 404.91 405.93 0.27 0.42 0.10 1.95 In accordance with ASC 470 - Debt, the Company has allocated the cash proceeds amounts of the Notes among the Notes, the Warrants and the conversion feature. The relative fair value of the Warrants issued amounted to approximately $ 1,690,000 0 The Company determined that the conversion feature of the Notes would not be an embedded feature to be bifurcated and accounted for as a derivative in accordance with ASC 815-15 Derivatives and Hedging Financing cost recognized for the amortization of debt discount was approximately $ 1,526,000 170,000 The convertible promissory notes consisted of the following as of the dates indicated: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES September 30, December 31, 2022 2021 Principal Balance, beginning of year $ 4,613,000 $ 708,000 Additions – 3,905,000 Balance, end of period 4,613,000 4,613,000 Discount Balance, beginning of year 1,526,000 5,000 Additions – 2,045,000 Amortization (1,526,000 ) (524,000 ) Balance, end of period - 1,526,000 Net carrying amount $ 4,613,000 $ 3,087,000 Effective interest rate used to amortize the debt discount for the nine months ended September 30, 2022 and 2021 ranges from 4.76 64.60 Potential future shares to be issued on conversion of the notes as of the dates indicated are as follows: SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES September 30, December 31, 2022 2021 Principal $ 4,613,000 $ 4,613,000 Interest 193,000 105,000 Total 4,806,000 4,718,000 Conversion price per share 1.00 1.25 1.00 1.25 Potential future share 4,028,844 3,947,394 The default interest expense for the convertible promissory notes amounted to $ 88,000 48,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 6 – Commitments and contingencies COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive letters alleging infringement of patent or other intellectual property rights. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably, except as follows. On January 3, 2022, a complaint was filed against our company in the Superior Court of California, County of Los Angeles titled Michael Sekula v. CalEthos Inc, Michael Campbell and Does 1-25 In the complaint, the plaintiff claimed he worked under a consulting agreement as Vice President of Brand Management of our company and was to be paid $ 4,000 50,000 100,000 450,000 On June 9, 2022, a Settlement Agreement and Mutual Release was reached by the parties whereby as full consideration for the plaintiff’s execution of and compliance with the agreement and plaintiff’s release of all claims against the defendants, the Company agreed to pay a gross settlement amount of $ 90,000

STOCKHOLDERS DEFICIT

STOCKHOLDERS DEFICIT	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
STOCKHOLDERS DEFICIT	Note 7 – Stockholders Deficit STOCKHOLDERS DEFICIT Restricted Common Stock Awards On August 17, 2021, the Company entered into Restricted Share Award Agreements (the “Award Agreements”) with two consultants pursuant to which the Company issued to the consultants shares of common stock of the Company in exchange for their future services. The Awards had an initial term of one year, which was to be automatically renewed on a year-to-year basis unless either party gave a written notice of termination. The two consultants who entered into these agreements include: 1) A consultant who was granted 10,000,000 2) An entity, which is owned by the Company’s CEO and majority shareholder, was granted 1,500,000 The Company’s management accounted for the Award Grants as restricted stock compensation in accordance with ASC 718 – Stock Compensation (“ASC 718”). ASC 718 required the Company to estimate the service period over which the compensation cost would be recognized. Management had estimated that the first two development phases would be completed within 15 months and the Foundry Mask would be completed within 6 months for a total of 21 months service period. Compensation cost was to be recognized ratably over 21 months and in the same manner had the Company paid in cash. The estimated service period would be adjusted for changes in actual and expected completion dates. Any such change was to be recognized prospectively, and the remaining deferred compensation was to be recognized over the remaining service period. The Company issued restricted stock grants totaling 10,000,000 1,500,000 1.93 22,195,000 The stock-based award compensation was recorded as an increase in deferred compensation expense, common stock, and additional paid-in capital in the Company’s books at the time of the grant. On July 27, 2022, the Company sent Hyuncheol (Peter) Kim, the Company’s former Chief Technology Officer, a letter notifying him that the Company’s Board of Directors had resolved to discontinue the Company’s 5 nanometer ASIC chip and bitcoin mining machine project and that his consulting agreement will terminate at the end of August 2022. The restricted stock grant issued in connection with the consulting agreement will also be cancelled. Also, at the end of August 2022, the Company cancelled the restricted stock grant issued to M1 Advisors LLC. The table below summarizes the transactions related to the Company restricted stock awards as of September 30, 2022: SCHEDULE OF COMPANY RESTRICTED STOCK AWARDS Shares Deferred Grant date fair value 11,500,000 $ 22,195,000 Accretion - (11,168,000 ) Forfeiture (11,500,000 ) (11,027,000 ) Balance as of September 30, 2022 - $ - Restricted stock grant compensation expense for the three and nine months ended September 30, 2022, is as follows: SCHEDULE OF RESTRICTED STOCK GRANT COMPENSATION EXPENSE Three months Nine months September 30, September 30, 2022 Accretion expense $ - $ 6,377,000 Reversal of 2021 accretion expense (4,791,000 ) (4,791,000 ) Reversal of 2022 accretion expense (6,377,000 ) (6,377,000 ) Restricted stock grant compensation $ (11,168,000 ) $ (4,791,000 ) Warrants Expired As of September 30, 2022, a total of 253,000

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
EARNINGS (LOSS) PER SHARE	Note 8 – Earnings (Loss) Per Share EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted earnings (loss) per share SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Numerator 2022 2021 2022 2021 For the three Months Ended September 30, For the Nine Months Ended September 30, Numerator 2022 2021 2022 2021 Net income (loss) $ 10,500,000 $ (2,063,000 ) $ 2,399,000 $ (2,813,000 ) Effect of dilutive instruments Convertible notes interest expense 51,000 - 88,000 - Numerator for diluted EPS 10,551,000 (2,063,000 ) 2,487,000 (2,813,000 ) Denominator Denominator - for basic EPS 14,176,349 17,602,886 24,769,518 17,282,889 Effect of dilutive instruments Warrants 748,432 - 748,432 - Convertible notes 4,028,844 - 4,028,844 - Dilutive potential common shares 4,777,276 - 4,777,276 - Denominator for diluted EPS 18,953,625 17,602,886 29,546,794 17,282,889 Basic EPS $ 0.74 $ (0.12 ) $ 0.10 $ (0.16 ) Diluted EPS $ 0.56 $ (0.12 ) $ 0.08 $ (0.16 ) Securities that could potentially dilute loss per share in the future were not included in the computation of diluted loss per share for the three and nine months ended September 30, 2021 because their inclusion would be anti-dilutive. Common share equivalents amounted to 3,942,608 4,612,607 11,500,000 20,055,215 4,777,276

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 9 – Subsequent Events SUBSEQUENT EVENTS The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined there are no reportable events.

ORGANIZATION AND ACCOUNTING P_2

ORGANIZATION AND ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Amendments to Certificate of Incorporation	Amendments to Certificate of Incorporation In October 2021, the Board of Directors authorized an amendment to the Articles of Incorporation of the Company to change the Company’s name to AIQ Blockchain, Inc. The name change has not yet been effected, and on July 2022, FINRA was notified that the Company was no longer changing its name or symbol and that the application was being withdrawn.
Korean entity	Korean entity On November 5, 2021, AIQ System Inc. (“AIQ”) was incorporated in Seoul, Republic of Korea. AIQ is authorized to issue 3 10,000 100,000,000 89,000 100
Basis of Presentation	Basis of Presentation The accompanying Condensed Consolidated Financial Statements and notes thereto are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The September 30, 2022 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim nine-months period ended September 30, 2022 and 2021. The results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or for any future period. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2021, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2022.
Liquidity and Going Concern	Liquidity and Going Concern The Company incurred net income of approximately $ 2,399,000 4,791,000 14,431,000 The Company’s condensed consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of products; uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund its operations and generating a level of revenues adequate to support the Company’s cost structure. The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including market demand for the Company’s products and services, the success of product development efforts, the timing of receipts for customer deposits, the management of working capital, and the continuation of normal payment terms and conditions for purchase of goods and services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the issuance date of these financial statements. If the Company is unable to substantially increase revenues, reduce expenditures, or otherwise generate cash flows from operations, then the Company will likely need to raise additional funding from investors or through other avenues to continue as a going concern.
COVID-19	COVID-19 The continuing COVID-19 global pandemic has caused significant disruption to the economy and financial markets globally, and the full extent of the potential impacts of COVID-19 are not yet known. Circumstances caused by the COVID-19 pandemic are complex, uncertain and rapidly evolving. The impact of COVID-19 has not been significant to the Company’s results of operations, financial condition, and liquidity and capital resources. Although no material impairment or other effects have been identified to date, there is substantial uncertainty in the nature and degree of its continued effects over time. That uncertainty affects management’s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these estimates and assumptions as additional events and information become known. The Company will continue to consider the potential impact of the COVID-19 pandemic on its business operations.
Earnings Per Share	Earnings Per Share We use ASC 260, “ Earnings Per Share
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management reviewed all recently issued accounting standard updates (“ASU’s”) not yet adopted by the Company and does not believe the future adoptions of any such ASU’s may be expected to cause a material impact on the Company’s condensed consolidated financial condition or the results of its operations.

INTANGIBLE AND OTHER ASSETS (Ta

INTANGIBLE AND OTHER ASSETS (Tables)	9 Months Ended
	Sep. 30, 2022
Intangible And Other Assets
SCHEDULE OF PAYMENTS	SCHEDULE OF PAYMENTS Amount USD KRW Within 5 days after signing the contract $ 41,000 49,500,000 Within 5 days after all conditions are met as stated in “Schedule B – Statement of Work” 41,000 49,500,000 Total $ 82,000 99,000,000
SCHEDULE OF IMPAIRMENT LOSS	The table below summarizes the impairment loss for the nine months ended September 30, 2022: SCHEDULE OF IMPAIRMENT LOSS Amount VAT Total PICOCEL $ 69,000 $ 5,000 $ 74,000 NNS 69,000 5,000 74,000 Total 138,000 10,000 148,000 Foreign exchange loss 4,000 2,000 6,000 Impairment loss $ 142,000 $ 12,000 $ 154,000

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES	The following table summarizes the Company’s accounts payable and accrued expense balances as of the dates indicated: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, December 31, 2022 2021 Accounts payable $ 251,000 $ 221,000 Accrued expenses 2,000 99,000 Accrued interest 211,000 114,000 Accounts payable and accrued expenses $ 464,000 $ 434,000
SCHEDULE OF ACCRUED INTEREST	The following table presents the details of accrued interest as of the dates indicated: SCHEDULE OF ACCRUED INTEREST September 30, December 31, 2022 2021 Notes payable $ 18,000 $ 9,000 Convertible promissory notes 193,000 105,000 Balance, end of the year $ 211,000 $ 114,000

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2022
Notes Payable
SCHEDULE OF NOTES PAYABLE	The table below summarizes the transactions as of the dates indicated: SCHEDULE OF NOTES PAYABLE September 30, December 31, 2022 2021 Balance, beginning of the year $ 111,000 $ 11,000 Additions – 150,000 Payments (25,000 ) (50,000 ) Balance, end of the year $ 86,000 $ 111,000

CONVERTIBLE PROMISSORY NOTES (T

CONVERTIBLE PROMISSORY NOTES (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES	The convertible promissory notes consisted of the following as of the dates indicated: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES September 30, December 31, 2022 2021 Principal Balance, beginning of year $ 4,613,000 $ 708,000 Additions – 3,905,000 Balance, end of period 4,613,000 4,613,000 Discount Balance, beginning of year 1,526,000 5,000 Additions – 2,045,000 Amortization (1,526,000 ) (524,000 ) Balance, end of period - 1,526,000 Net carrying amount $ 4,613,000 $ 3,087,000
SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES	Potential future shares to be issued on conversion of the notes as of the dates indicated are as follows: SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES September 30, December 31, 2022 2021 Principal $ 4,613,000 $ 4,613,000 Interest 193,000 105,000 Total 4,806,000 4,718,000 Conversion price per share 1.00 1.25 1.00 1.25 Potential future share 4,028,844 3,947,394

STOCKHOLDERS DEFICIT (Tables)

STOCKHOLDERS DEFICIT (Tables)	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
SCHEDULE OF COMPANY RESTRICTED STOCK AWARDS	The table below summarizes the transactions related to the Company restricted stock awards as of September 30, 2022: SCHEDULE OF COMPANY RESTRICTED STOCK AWARDS Shares Deferred Grant date fair value 11,500,000 $ 22,195,000 Accretion - (11,168,000 ) Forfeiture (11,500,000 ) (11,027,000 ) Balance as of September 30, 2022 - $ -
SCHEDULE OF RESTRICTED STOCK GRANT COMPENSATION EXPENSE	Restricted stock grant compensation expense for the three and nine months ended September 30, 2022, is as follows: SCHEDULE OF RESTRICTED STOCK GRANT COMPENSATION EXPENSE Three months Nine months September 30, September 30, 2022 Accretion expense $ - $ 6,377,000 Reversal of 2021 accretion expense (4,791,000 ) (4,791,000 ) Reversal of 2022 accretion expense (6,377,000 ) (6,377,000 ) Restricted stock grant compensation $ (11,168,000 ) $ (4,791,000 )

EARNINGS (LOSS) PER SHARE (Tabl

EARNINGS (LOSS) PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED	The following table sets forth the computation of basic and diluted earnings (loss) per share SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Numerator 2022 2021 2022 2021 For the three Months Ended September 30, For the Nine Months Ended September 30, Numerator 2022 2021 2022 2021 Net income (loss) $ 10,500,000 $ (2,063,000 ) $ 2,399,000 $ (2,813,000 ) Effect of dilutive instruments Convertible notes interest expense 51,000 - 88,000 - Numerator for diluted EPS 10,551,000 (2,063,000 ) 2,487,000 (2,813,000 ) Denominator Denominator - for basic EPS 14,176,349 17,602,886 24,769,518 17,282,889 Effect of dilutive instruments Warrants 748,432 - 748,432 - Convertible notes 4,028,844 - 4,028,844 - Dilutive potential common shares 4,777,276 - 4,777,276 - Denominator for diluted EPS 18,953,625 17,602,886 29,546,794 17,282,889 Basic EPS $ 0.74 $ (0.12 ) $ 0.10 $ (0.16 ) Diluted EPS $ 0.56 $ (0.12 ) $ 0.08 $ (0.16 )

ORGANIZATION AND ACCOUNTING P_3

ORGANIZATION AND ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended						9 Months Ended
	Nov. 05, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Number of common shares authorized to issued		100,000,000						100,000,000		100,000,000
Shares were issued	10,000
Number of shares issued, value
Net income (loss)		$ 10,500,000	$ (4,174,000)	$ (3,926,000)	$ (2,063,000)	$ (658,000)	$ (92,000)	$ 2,399,000	$ (2,813,000)
Restricted stock grants		11,168,000			$ (1,745,000)			4,791,000	$ (1,745,000)
Accumulated deficit		$ 14,431,000						$ 14,431,000		$ 16,831,000
AIQ [Member]
Number of common shares authorized to issued	3,000,000
AIQ [Member] | KOREA, REPUBLIC OF
Shares were issued	100,000,000
Number of shares issued, value	$ 89,000
Ownership percentage	100%

SCHEDULE OF PAYMENTS (Details)

SCHEDULE OF PAYMENTS (Details) - Apr. 05, 2022	USD ($)	KRW (₩)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contract price	$ 82,000	₩ 99,000,000
Within Five Days after Signing the Contract [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contract price	41,000	49,500,000
Within Five Days Afterall Conditions Are Met [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contract price	$ 41,000	₩ 49,500,000

SCHEDULE OF IMPAIRMENT LOSS (De

SCHEDULE OF IMPAIRMENT LOSS (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Total	$ 148,000
Foreign exchange loss	6,000
Impairment loss	154,000
Amount [Member]
Total	138,000
Foreign exchange loss	4,000
Impairment loss	142,000
Value Added Tax [Member]
Total	10,000
Foreign exchange loss	2,000
Impairment loss	12,000
PICOCEL [Member]
Total	74,000
PICOCEL [Member] | Amount [Member]
Total	69,000
PICOCEL [Member] | Value Added Tax [Member]
Total	5,000
NNS [Member]
Total	74,000
NNS [Member] | Amount [Member]
Total	69,000
NNS [Member] | Value Added Tax [Member]
Total	$ 5,000

INTANGIBLE AND OTHER ASSETS (De

INTANGIBLE AND OTHER ASSETS (Details Narrative)			3 Months Ended	9 Months Ended
	Dec. 23, 2021 USD ($)	Dec. 23, 2021 KRW (₩)	Jun. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 KRW (₩)	Apr. 05, 2022 USD ($)	Apr. 05, 2022 KRW (₩)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Value, New Issues
Contract price						$ 82,000	₩ 99,000,000
Intangible assets				$ 69,000
Impairment loss				154,000
Value Added Tax [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Impairment loss				12,000
AIQ [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contract price | ₩					₩ 90,000,000		99,000,000
Value added tax | ₩							₩ 9,000,000
Payments to related parties						$ 82,000
Technology Development Agreement [Member] | PICOCEL, Co., Ltd. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Value, New Issues	$ 167,000	₩ 198,000,000
Reclassification of other assets to intangible assets				$ 69,000

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accounts payable	$ 251,000	$ 221,000
Accrued expenses	2,000	99,000
Accrued interest	211,000	114,000
Accounts payable and accrued expenses	$ 464,000	$ 434,000

SCHEDULE OF ACCRUED INTEREST (D

SCHEDULE OF ACCRUED INTEREST (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Notes payable	$ 18,000	$ 9,000
Convertible promissory notes	193,000	105,000
Balance, end of the year	$ 211,000	$ 114,000

SCHEDULE OF NOTES PAYABLE (Deta

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Notes Payable
Balance, beginning of the year	$ 111,000	$ 11,000	$ 11,000
Additions			150,000
Payments	(25,000)		(50,000)
Balance, end of the year	$ 86,000		$ 111,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)					3 Months Ended		9 Months Ended
	Jul. 02, 2021	Apr. 22, 2021	Feb. 19, 2021	Jul. 07, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Short-Term Debt [Line Items]
Accrued interest					$ 211,000		$ 211,000		$ 114,000
Interest expense, debt							88,000	$ 48,000
Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount			$ 25,000	$ 11,000	11,000		11,000
Increase in interest rate			15%	10%
Accrued interest					2,000		2,000
Debt instrument, interest rate			10%
Debt instrument, maturity date			Feb. 19, 2022
Interest expense, debt					3,000	$ 4,000	9,000	$ 8,000
Promissory Note [Member] | Borrower [Member]
Short-Term Debt [Line Items]
Debt instrument, periodic payment				$ 100,000
Promissory Note One [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount		$ 50,000			50,000		50,000
Increase in interest rate		15%
Accrued interest					8,000		8,000
Debt instrument, interest rate		10%
Debt instrument, maturity date		Apr. 22, 2022
Promissory Note Two [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount	$ 25,000				25,000		25,000
Increase in interest rate	15%
Accrued interest					$ 3,000		$ 3,000
Debt instrument, interest rate	10%
Debt instrument, maturity date	Jul. 01, 2022

SCHEDULE OF CONVERTIBLE PROMISS

SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - Convertible Notes Payable [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Principal balance, beginning of year	$ 4,613,000	$ 708,000
Principal additions		3,905,000
Principal balance, end of year	4,613,000	4,613,000
Discount balance, beginning of year	1,526,000	5,000
Discount additions		2,045,000
Discount amortization	(1,526,000)	(524,000)
Discount balance, end of year		1,526,000
Net carrying amount	$ 4,613,000	$ 3,087,000

SCHEDULE OF POTENTIAL FUTURE SH

SCHEDULE OF POTENTIAL FUTURE SHARES ISSUANCE OF CONVERSION NOTES (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Principal	$ 4,613,000	$ 4,613,000
Interest	193,000	105,000
Total	$ 4,806,000	$ 4,718,000
Potential future share	4,028,844	3,947,394
Minimum [Member]
Debt Instrument [Line Items]
Conversion price per share	$ 1	$ 1
Maximum [Member]
Debt Instrument [Line Items]
Conversion price per share	$ 1.25	$ 1.25

CONVERTIBLE PROMISSORY NOTES (D

CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Short-Term Debt [Line Items]
Proceed from convertible debt		$ 3,550,000
Accrued interest	35,000
Events of default description			Immediately upon a Dilutive Issuance, the Conversion Rate will be reduced to the amount of the consideration per share received by the Company in such Dilutive Issuance. Events of default include failure to issue conversion shares, the occurrence of a breach or default under any other agreement, any money judgment, writ, or similar process entered or filed against the Company or any of its property or other assets for more than $100,000, bankruptcy filing, application for the appointment of a custodian, trustee or receiver, insolvency, the Company’s common stock delisted, or dissolution, winding up, or termination of the business of the Company
Indebtedness for borrowed money maximum limit			$ 100,000
Relative fair value of warrants issued with convertible promissory notes		3,000	1,690,000
Debt instrument, convertible, beneficial conversion feature			$ 0
Amortization of debt discount	1,526,000	170,000
Interest expense, debt	$ 88,000	$ 48,000
Minimum [Member]
Short-Term Debt [Line Items]
Debt instruments, conversion price	$ 1		$ 1
Maximum [Member]
Short-Term Debt [Line Items]
Debt instruments, conversion price	$ 1.25		$ 1.25
Warrant [Member]
Short-Term Debt [Line Items]
Issuance of warrants to purchase of common stock			1,567,500
Fair value of warrants			$ 3,004,000
Fair value of common stock estimated life			3 years
Volatility minimum			404.91%
Volatility maximum			405.93%
Risk-free equivalent yield minimum			0.27%
Risk-free equivalent yield maximum			0.42%
Warrant [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Issuance of warrant price per share			$ 1.50
Share price			0.10
Warrant [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Issuance of warrant price per share			1.87
Share price			$ 1.95
Convertible Promissory Note One [Member]
Short-Term Debt [Line Items]
Convertible promissory note			$ 55,000
Debt instrument, maturity date			Mar. 01, 2022
Debt instruments, conversion price			$ 1
Convertible Promissory Note Two [Member]
Short-Term Debt [Line Items]
Convertible promissory note			$ 3,850,000
Proceed from convertible debt			3,550,000
Original issue discount			$ 355,000
Debt instrument, maturity date			Aug. 31, 2022
Increase in interest rate			10%
Debt instruments, conversion price			$ 1.25
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Original issue discount			$ 1,526,000	$ 5,000
Debt interest effective percentage	4.76%	64.60%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		9 Months Ended
	Jan. 03, 2022	Sep. 30, 2022	Jun. 09, 2022
Commitments and Contingencies Disclosure [Abstract]
Litigation description		In the complaint, the plaintiff claimed he worked under a consulting agreement as Vice President of Brand Management of our company and was to be paid $4,000 per month and to receive an option to purchase 50,000 shares of our common stock that was to vest quarterly over the term of the agreement. In the complaint, the plaintiff alleged that, on or around March 27, 2020, the Company ceased paying the plaintiff despite the plaintiff’s continuing efforts on behalf of our company and that the Company agreed to continue to accrue his monthly retainer amount until such time that the Company received at least $100,000 in funding. Plaintiff further alleged that he continued to work for our company for 38 additional weeks in reliance on our promise of payment. The plaintiff claimed that our refusal to make the promised payments amounts to violations of the California labor laws and seeks damages in excess of $450,000
Payments for rent	$ 4,000
Option to purchase shares vested	50,000
Funds received	$ 100,000
Damages value	$ 450,000
Gross settlement amount			$ 90,000

SCHEDULE OF COMPANY RESTRICTED

SCHEDULE OF COMPANY RESTRICTED STOCK AWARDS (Details) - Restricted Stock [Member]	Jun. 30, 2022 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant date fair value, shares | shares	11,500,000
Deferred compensation grant date fair value | $	$ 22,195,000
Accretion, shares | shares
Deferred compensation accretion | $	$ (11,168,000)
Forfeiture, shares | shares	(11,500,000)
Deferred compensation forfeiture | $	$ (11,027,000)
Shares, balance | shares
Deferred compensation | $

SCHEDULE OF RESTRICTED STOCK GR

SCHEDULE OF RESTRICTED STOCK GRANT COMPENSATION EXPENSE (Details) - Restricted Stock Units (RSUs) [Member] - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock grant compensation	$ (11,168,000)	$ (4,791,000)
2022 Accretion expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock grant compensation		6,377,000
Reversal of 2021 accretion expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock grant compensation	(4,791,000)	(4,791,000)
Reversal Two Thousand Twenty Two Accretion Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock grant compensation	$ (6,377,000)	$ (6,377,000)

STOCKHOLDERS DEFICIT (Details N

STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)		3 Months Ended			9 Months Ended
	Aug. 17, 2021	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued, price per share					$ 1.93
Fair value of restricted common stock shares granted		$ 3,206,000	$ 3,170,000	$ 1,550,000	$ 22,195,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant shares expired					253,000
M1 Advisors LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted common stock shares granted					1,500,000
Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted common stock shares granted	10,000,000
Chief Executive Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted common stock shares granted	1,500,000
Hyuncheol Peter Kim [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted common stock shares granted					10,000,000

SCHEDULE OF EARNINGS PER SHARE

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net income (loss)	$ 10,500,000	$ (4,174,000)	$ (3,926,000)	$ (2,063,000)	$ (658,000)	$ (92,000)	$ 2,399,000	$ (2,813,000)
Effect of dilutive instruments
Convertible notes interest expense	51,000						88,000
Numerator for diluted EPS	10,551,000			2,063,000			2,487,000	2,813,000
Numerator for diluted EPS	(10,551,000)			(2,063,000)			(2,487,000)	(2,813,000)
Denominator
Denominator - for basic EPS	14,176,349			17,602,886			24,769,518	17,282,889
Effect of dilutive instruments
Warrants	748,432						748,432
Convertible notes	4,028,844						4,028,844
Dilutive potential common shares	4,777,276						4,777,276
Denominator for diluted EPS	18,953,625			17,602,886			29,546,794	17,282,889
Basic EPS	$ 0.74			$ (0.12)			$ 0.10	$ (0.16)
Diluted EPS	$ 0.56			$ (0.12)			$ 0.08	$ (0.16)

EARNINGS (LOSS) PER SHARE (Deta

EARNINGS (LOSS) PER SHARE (Details Narrative) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilute loss				20,055,215
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilute loss	4,777,276	3,942,608	4,777,276	3,942,608
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilute loss				4,612,607
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilute loss				11,500,000